Wednesday, January 26, 2011

Trouble at Morningside - Four

Last night at the board meeting here at Morningside I came out. No, not as a gay man, but as a conscience stricken Christian. My conscience would no longer let me be unjust and unmerciful towards three of my colleagues on the board.

Before I left for the board meeting, I told Liz that there was no need for her to come to the meeting -- that the open session would be boring and that my dramatic move would come in closed session.
I had no way of knowing how wrong a prediction that would turn out to be. In what follows, I will use the same letters to denote individuals that I used here.

J had submitted a board member motion to rescind the September 14th motions and had specified that it be for open session. However, because the motion included a number of "Whereas" clauses that alluded, by extension, to matters that remain in closed session, C, on the advice of corporate counsel, moved the motion to closed session on the agenda.

At the outset of the meeting, J asked for a vote to change the agenda and move his motion into open session. Because two board members were late, the motion passed. I voted against it, and I have been pondering why. Mine was largely a strategic vote. I didn't want to tip my hand, especially not that early in the meeting.

Counting the adoption of the minutes, there were some 15 motions before we got to J's motion to rescind. I had earlier sent an email to J saying that if he really wanted the motion to pass, he needed my vote -- I even told him how to pare down the motion so that I would support it. When J introduced the motion, it was in the pared down form which has a stark simplicity. It was very clear what the issue before us was -- whether or not to rescind, period.

The first speaker was H. H is loud and he speaks his mind. One of the things he said was that to vote for this motion would be to state that we were wrong when we voted for the September 14th motions.

I was the second speaker . I said that, yes, voting for this motion would be to state that we were wrong and that was why I was going to vote for it. The harm we did to the coop by passing those motions far exceeds the harm done by the improper actions we were responding to.

Jaws dropped -- at least figuratively. One board member perceived my move as a personal attack, or at least he spoke in that way. Another (A) flat out told me that I was wrong and told me why.

I asked for, and got, permission to respond to the latter (A). I said I was not defending the actions that I still think were inappropriate, but that I have concluded that our response was excessive -- that an appropriate response would have been simple censure as it was when a majority of the board censured A last April for what we perceived as misuse of privileged information. I paraphrased the statement of Maimonides that I cited in Part One of this series.
any utterance (true or not) that might cause a person physical or monetary damage, or shame, humiliation, anguish or fear is prohibited
(Obviously I was not as clear as I could have been. A heard me as saying he was wrong to have caused monetary damage to B. In fact my intent was to say that I am applying the Maimonides standard to myself, not to others.)

I said that under that standard even simple censure is prohibited, so I apply the law of double effect (an action that has both a good outcome and a bad outcome is permissible only if the good outcome outweighs the bad outcome.) Censuring is a lesser evil than condoning improper behavior and is thus the better choice

Which brings me to the question of why I did not suggest replacing the September 14th motions with a simple motion to censure. The short answer is I didn't think of it. In any case, I don't think it would have gotten enough votes to pass, and finally, at this late date, even that response to the "offense" is excessive.

During the discussion, C made a great point of the harm that was caused by the secrecy of the actions of the prior administration. In fact, we cured that harm, if indeed there was any, by electing new officers last May. I say "if there was any" harm because, while there was certainly a potential for harm if the situation had continued, it did not continue. As for any financial harm to the coop, I strongly doubt that the charge imposed on E is collectible; the other charges were purely symbolic and hence to my mind they not only "might cause" but their intent could only be to cause "shame, humiliation, [and] anguish" to the three. I do not presume to judge the motives of the others who voted for the September 14th motions, but I can judge my own -- and having judged, I now repudiate my vote in the only effective way possible -- by voting to rescind.

Five people voted along with me for J's motion to rescind. Based on prior votes, I differ with all of them on key issues, including the issue of whether anything improper took place last year. But they are my sisters and brothers and I have to love them as myself.

The five people who voted the other way are also my brothers and sisters and I have to love them too as myself.

It's lonely being the swing voter. I sometimes jokingly say that I'm the decider -- and that seems to be true on a number of questions.

At the end of the open session meeting last night, I heard some one who should know better say "The spin has started," in reaction to a statement of someone else.

Pray for the peace of Morningside.


Anonymous said...

I too am a Christian. I too pray for "The Peace of Morningside". I find in reading your blog, posted 1/26/11, very few Christian values I would hold close to my heart.
Statements like "the open session would be boring and that MY DRAMATIC MOVE would come in closed session","Mine was largely a STRATEGIC VOTE. I DIDN'T WANT TO TIP MY HAND,especially not that early in the meeting",""he(J) NEEDED MY VOTE - I even told him how to PARE IT DOWN so that I WOULD SUPPORT IT". Is this the language of a Christian ? This is the language of a man who sold his brothers, sisters and community for a few minutes of perceived power. This is a man who needs to contemplate exactly what it means to be prideful.
You quote Maimonides and you create your own "spin" for your own perceived importance.
I remember from many philosophy classes the discussion of "an action that has both a good outcome and a bad outcome is permissible only if the good outcome outweighs the bad outcome." I can't agree that driving a full bus down a winding road and seeing a small child in the middle of the road that i should run down the child rather than risk a bus full of passengers. My Christian duty is to do all that is possible to save the passengers and the child. You my brother ran over the child skidded and crashed the bus.
I continue praying for you and Morningside


Susan StJ-P said...

A prayer for peace at Morningside Gardens, and everywhere else for that matter, is devoutly to be wished.
However one may have serious reservations about ascribing the disruption of the peace at Morningside to the diabolically-influenced actions of shareholders concerned by the apparent violation of fiduciary responsibility by members of the Corporation's governing Board.

Persons who volunteer their services to the cooperative's Board of Directors cannot be unaware both of the principles of sound corporate governance and of the Bylaws of the Corporation they serve. Shareholders have every right to be informed of violations that have been fairly investigated and impartially disclosed.
The pursuit by the Corporation’s Board and shareholders of legally sanctioned remedies against such violations cannot logically or theologically be considered a transgression of Maimonidean prohibition.

Christians are enjoined to love the sinner and hate the sin, But the brother who is forgiven seventy-times-seven is expected to repent his wrongdoing and form a firm purpose of amendment.
This blog seems to ask that we award cheap grace to three Board members - who have made no such acknowledgement - while their colleagues and supporters among the shareholders are sinfully guilty of causing harm rather than passively enduring injustice in the name of charity. Does this not cause harm to cooperators who surely deserve better from those who are honor-bound to act for the good of the Corporation ? And is it not casting stones at Board members who have resolved to try to right a demonstrable wrong?

Anonymous said...

"It's lonely being the swing voter. I sometimes jokingly say that I'M THE DECIDER " How self-serving,prideful, such lack of humility.. is this a statement from someone who believes in the good of the community. No it is a statement from someone who only believes in himself .


dannyfree said...

Dear Allen,
I read your comments and the quotes in a recent flyer from critics of your action in voting for rescinding in which you state, "I recognize that I succumbed to the temptations of the devil in voting for these motions". I speak as a tenant-cooperator in saying that you were elected to the board to uphold the integrity of Morningside and for honest and informed governance of the corporation. You were not elected as a Christian, a "progressive episcopalian" or anything of the kind. Personally I am a "non-observant" Jewish person who believes in justice and transparency. Many of the tenant-cooperators here are not Christians and adhere in one repect or another to other religions. Many, like myself, are atheists or agnostics. For me, to bring "the devil" and such primitive concepts into this discussion is a blatant rationalization for your spinelessness and vacillation. The improper actions (which you acknowlege) by the accused board members were a gross violation of their fiduciary duty. The simple fact is that outside counsel was retained for a private and secretive campaign against the general manager, Michael McMahon, without the knowledge and participation of the board. All the talk of precedent, etc. on the part of these board members is to obscure the real purpose--to undermine the functioning and to discredit the best general manager Morningside has ever had. I think the tenants made their opionions on the role of Mr. McMahon clear when they voted for directors who were strong supporters of Mr. McMahon. Your statements describing your role of a "power broker" and "swing-vote" are consistent with the role of a wheeler-dealer politician, not those of a person of principle.
Daniel A. Freeman, building III

Carl Fortunato said...

I got a flyer titled "Vote NO on the removal of board members" with which I agree whole-heartedly.

One thing I think it should have mentioned and didn't, though, is that the whole thing is political. It doesn't actually have a damned thing with anybody hiring outside counsel. That's an excuse. And a transparent excuse.

Some people just can't psychologically handle losing an election and will therefore try to undo the results by any means possible. And the ends justify the means.

Are we actually to believe that it's COINCIDENCE that there is suddenly an UNPRECEDENTED call to remove not one, but THREE members of the board - all at the same time? And they all just HAPPEN to often be on a single side of issues - which is the OPPOSITE side of those calling for their removal? Yeah, sure. Politics has nothing to do with it.

It has NOTHING to do with "fiduciary responsibility" and EVERYTHING to do with a raw power play.

And the fact that the initial vote was taken with NO mention to cooperators that it was going to be voted on, and in a closed-door session, demonstrates that it was an act of chicanery. Honest above-board people don't operate in the dark.

ENOUGH of trying to divide this community. It STINKS. STOP IT.

And vote no.

Carl Fortunato said...

Dannyfree: Single people aren't divided into parts. Whether one is a Christian, a Jew, a Muslim, Pagan, Buddhist, Hindu, atheist or agnostic, it is part of the person's worldview, and it is going to inform and influence their decisions. It is IMPOSSIBLE for it to be otherwise. And it would be a poor and useless sort of religion that had no influence on an adherents' decisions. Mr. Mellen simply stated explicitly what is implicitly assumed.

Anonymous said...

Since this is a public blog that anyone can find on the internet, I'm going to comment as a shareholder. I'll admit to not being as active as I should be, however when I attended an MGCA meeting a couple of weeks ago, I was absolutely appalled. Without having paid much attention to the ins and outs of Board politics, I was there out of concerns regarding the recent maintenance increase. What found myself sitting behind a small clique that was disdainful of most of the cooperators. I could see their smirks and hear their whispered asides when anyone spoke or asked questions. At one point after Mr. Mellon refused to say why the board members were being thrown out since that involved "closed session" even though we'd all be asked to vote on it, the WIFE of another Board member shouted out they had "written checks to themselves." Later, I learned this was not what anyone was accusing them of. In other words, the wife of a Board member had made a pretty actionable public statement libeling 3 people. As far as I'm concerned you all leak information inappropriately while avoiding transparency. And a 15% increase should not have been approved. That's not a slam on the GM. It's the way things work. The Board had a responsibility to the cooperators to demand cuts -- even painful ones, rather than approve such a massive increase that will force some cooperators to move or make some awful choices, and make our buildings less competitive in a buyer's market with plenty of nearby choices. It is not the Board's job to simply greenlight increases because the GM asks. The GM might be right in asking, and the Board could be right in saying no.
If we're going to have to rent the hall, I say the whole Board should be forced out and we should start again.

Allen said...

Anonymous 4:24 pm
Please sign your comments.

Janet said...

I too was at the meeting and no one shouted "they wrote checks to themselves." I am a wife of a board member and I was there and I certainly did shout such as thing as it is not true. They did no such thing. The issue that was contentious was whether or not there was indeed a complaint against Jerry Tenenbaum. Since Jerry had actually sent an email to many shareholders documenting this that is I put forward to address another shareholders assertion that there had been no complaint of any kind.

Facts are important in any dialog. What you said occured, didn't. And actually there is a video tape of the whole meeting if you would like to refresh your memory,go to the MGCA website.

As for the 15% it is necessary to be able to pay our taxes that have gone up by 2 million dollars. It is also necessary because we need to balance our budget in order to get a loan to pay for non-discretionary capital projects. We don't have the money to pay for local law 11.

In order to have a reasonable dialog it truly would be helpful to pay attention and participate. We can't bury our heads in the sand on any issue no matter how difficult it may be.


Jan Harrison

Anonymous said...

Allen, it's your blog and your right to moderate it as you see fit. Your blog allows "anonymous" sign in. I could have also chosen to sign-in using a screen-name. If it had been set up requiring my real name, I would not have commented in the first place.

I came to this community with a willingness to get involved. I admit to not being as involved as I should have been, but in the current atmosphere of name calling and accusations, I am afraid to public come forward. If you want to delete my comment, that's your right, but don't print my name.

Allen said...

Thank you, Jan.
You are absolutely correct.

Allen said...

As long as the discussion remains civil, I'll post unsigned comments. I would, however. prefer you to sign with some kind of name -- real or not. It makes responding less awkward.



Janet said...

Mr. Anonymous,

You said you didn't put your name on because of name calling and accusations. Yet in your post you did that very same thing. You made an accusation that wasn't true.

I fail to see how anonymously making an accusation is helping this atmosphere. There is nothing wrong with disagreement. It is a function of any kind of democracy. It is when we stray from the facts that things get ugly. Sometimes it is difficult to decipher what is going on, but just like in a jury you have to look at the whole picture and weigh the evidence, even in the case of the maintenance raise. There isn't a soul here who "wants to pay more money". So why did the Board vote to raise it? Questions and direct conversations are important. So is being willing to stand up and be counted.

Jan Harrison

Anonymous said...

Jan, I was sitting nearby and that's what I heard. Maybe I'm not remembering your exact words correctly. I don't know what the videotape says you said. I'm not accusing you of anything. I'm saying what I heard and what I remember. I don't know what other people in the room heard.
Allen, I apologize for making your conversation less civil. I'm going back to burying my head in the sand.
-- Anonymous 101

Allen said...

Anonymous 101,
You are perfectly civil.
FWIW, I heard that remark,too. I do not remember who said it, but (a) it wasn't Jan, and (b) several people immediately said it was not true.

C.J. from building III said...

I haven't been following this, as a somewhat new cooperator who "married into" the Co-op. I often feel as a relative "newbie" that I don't really know enough to comment.

I don't know who to believe, the amount of vitriol and personal attacks on both sides leads me to have a "pox on both your houses" attitude. No doubt the "negative campaigning" of US politics seems to be the way to handle any sort of organizational politics.

I get screeds under my door almost daily that are filled with personal attacks and innuendo. It is as if Fox News has taken over Morningside Gardens. These screeds are often as incoherent as ravings by people on the subway. Sometimes they are mildly entertaining, I admit.

I may not be involved but I sure as heck know that this is not how adults at a large co-op apartment building should behave.

Perhaps it is time for the cooperators to rise up and throw ALL of the Morningside Gardens Pharoahs out on their rear ends. If it could be done in Egypt against a dictatorship, surely it can be done here.

What would it take for the cooperators to rise up and force the entire board to resign or be thrown out and a new board empaneled? I ask this seriously. Can the mere "proles", excuse me, cooperators, start a petition drive on their own? Must get a copy of the by-laws to look that up.

My partner and I will be voting "no." Whatever these three members did, if anything, I won't vote on a "pig in a poke." If this matter is so outrageous, then the board should have the courage of their convictions, and respect for their neighbours, and have the guts to allow full disclosure as much as the lawyers will allow. Anything less is a waste of our precious time and money.

Janet said...

It is the attorneys for the corporation who have advised that the documents not be released. They 3 in question kept their actions secret from the rest of the board. They kept the invoices a secret. You don't need documents to know that. If you will notice the personal attacks have all been done by the side urging you to vote no. There has not been one personal attack from the side urging to vote yes.

JH building 6

Anonymous said...

[There has not been one personal attack from the side urging to vote yes.]

JH: Except for the smearing of the three board members, of course.

The idea that we, the cooperators, are expected to remove board members entirely based on the accusation of their enemies without even being allowed to see the source material is BEYOND ludicrous.


Janet said...

The fact that keeps being left out is that the attorneys for MHHC are the ones who found there was improper goverance. They are not anyone's enemies nor would I categorize the other Board members as enemies. To disagree doesn't mean someone is an enemy. The gentlemen who blog this is has several times said he believes they acted improperly, just disagrees with the punishment.


C.J. from building III said...

I am sorry but I will not take the blog owner's word, or any posters word that there was improper governance. (nor should you take my word if I say or allege something)

I am told that MHHC attorneys said there was improper governance. How do I know that? I want to hear that straight from them. The three board members at least had the courtesy to show the letter from their lawyers describing exactly what they were hired to do, and case law that anyone can look up on Google.

So now I know a board president can independently hire counsel for board business. It is a fact that can be independently verified.

Now, whether or not that is a good idea or represents good board leadership is another thing. That can be debated in any re-election of said board members.But that isn't a serious breach of fiduciary duty. It isn't a breach at all.

So what was the improper governance? We are told it can't be revealed.

I know what their lawyers were hired to do. It seems except for one point obvious that it was board business. A no-brainer. On the harassment point, their lawyers letter stated it related only to the co-op. Since I don't know that, I cannot vote to take any action. But I must say that an actual letter from a lawyer stating that is a bit more convincing that screeds placed under my door.

Why the other side can't provide a lawyers letter with at least the same amount of information, I don't know. I sort of doubt how much secrecy or privacy is required by the lawyers, or rather doubt how much really can't be revealed. That sounds like some sort of potboiler TV show.

At any rate if it really, really truly can't be revealed, then well, I can't vote to remove people. It's like the government saying to a jury, "These people are spies, broke laws, but we can't say publicly what they did but it was bad, very bad, convict them."

Sorry, but that's not cricket.